Exhibit 99.1
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended December 31, 2011 and December 31, 2010
| | 2011 | | | 2010 | |
| | | | | | |
Revenues | | | | | | | | |
Energy revenues | | $ | 1,435,082 | | | $ | 1,298,882 | |
Turnkey & other revenues | | | 34,194 | | | | 77,066 | |
| | | 1,469,276 | | | | 1,375,948 | |
Cost of sales | | | | | | | | |
Fuel, maintenance and installation | | | 1,027,806 | | | | 975,850 | |
Depreciation expense | | | 343,078 | | | | 226,674 | |
| | | 1,370,884 | | | | 1,202,524 | |
Gross profit | | | 98,392 | | | | 173,424 | |
| | | | | | | | |
Operating expenses | | | | | | | | |
General and administrative | | | 766,593 | | | | 424,484 | |
Selling | | | 562,916 | | | | 106,518 | |
Engineering | | | 227,128 | | | | 145,840 | |
| | | 1,556,637 | | | | 676,842 | |
Loss from operations | | | (1,458,245 | ) | | | (503,418 | ) |
| | | | | | | | |
Other income (expense), net | | | | | | | | |
Interest and other income | | | 8,820 | | | | 11,438 | |
Interest expense | | | (286,168 | ) | | | (29,046 | ) |
Change in fair value of warrant liability | | | (82,621 | ) | | | 59,681 | |
| | | (359,969 | ) | | | 42,073 | |
| | | | | | | | |
Loss before income taxes | | | (1,818,214 | ) | | | (461,345 | ) |
Provision for state income taxes | | | 17,071 | | | | (4,020 | ) |
Consolidated net loss | | | (1,801,143 | ) | | | (465,365 | ) |
| | | | | | | | |
Income attributable to the noncontrolling interest | | | 30,609 | | | | (60,569 | ) |
Net loss attributable to American DG Energy Inc. | | $ | (1,770,534 | ) | | $ | (525,934 | ) |
| | | | | | | | |
Net loss per share - basic and diluted | | $ | (0.04 | ) | | $ | (0.01 | ) |
| | | | | | | | |
Weighted average shares outstanding - | | | | | | | | |
basic and diluted | | | 45,879,469 | | | | 44,994,322 | |
| | | | | | | | |
Non-GAAP financial disclosure | | | | | | | | |
Loss from operations | | $ | (1,458,245 | ) | | $ | (503,418 | ) |
Depreciation expense | | | 361,110 | | | | 243,689 | |
Stock based compensation | | | 187,795 | | | | 89,533 | |
Adjusted EBITDA | | | (909,340 | ) | | | (170,196 | ) |
Grants from rebates and incentives | | | 182,931 | | | | 22,852 | |
Total EBITDA cash outflows | | $ | (726,409 | ) | | $ | (147,344 | ) |
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ending December 31, 2011 and December 31, 2010
| | 2011 | | | 2010 | |
| | | | | | |
Revenues | | | | | | | | |
Energy revenues | | $ | 5,705,418 | | | $ | 5,043,744 | |
Turnkey & other revenues | | | 317,450 | | | | 591,021 | |
| | | 6,022,868 | | | | 5,634,765 | |
Cost of sales | | | | | | | | |
Fuel, maintenance and installation | | | 3,827,539 | | | | 3,625,404 | |
Depreciation expense | | | 1,265,009 | | | | 867,923 | |
| | | 5,092,548 | | | | 4,493,327 | |
Gross profit | | | 930,320 | | | | 1,141,438 | |
| | | | | | | | |
Operating expenses | | | | | | | | |
General and administrative | | | 2,384,774 | | | | 1,487,040 | |
Selling | | | 1,496,764 | | | | 602,597 | |
Engineering | | | 763,260 | | | | 733,504 | |
| | | 4,644,798 | | | | 2,823,141 | |
Loss from operations | | | (3,714,478 | ) | | | (1,681,703 | ) |
| | | | | | | | |
Other income (expense) | | | | | | | | |
Interest and other income | | | 40,234 | | | | 51,385 | |
Interest expense | | | (532,544 | ) | | | (125,131 | ) |
Change in fair value of warrant liability | | | 427,042 | | | | 59,681 | |
| | | (65,268 | ) | | | (14,065 | ) |
| | | | | | | | |
Loss before income taxes | | | (3,779,746 | ) | | | (1,695,768 | ) |
Provision for state income taxes | | | - | | | | (14,730 | ) |
Consolidated net loss | | | (3,779,746 | ) | | | (1,710,498 | ) |
| | | | | | | | |
Income attributable to the noncontrolling interest | | | (4,199 | ) | | | (197,505 | ) |
Net loss attributable to American DG Energy Inc. | | $ | (3,783,945 | ) | | $ | (1,908,003 | ) |
| | | | | | | | |
Net loss per share - basic and diluted | | $ | (0.08 | ) | | $ | (0.04 | ) |
| | | | | | | | |
Weighted average shares outstanding - | | | | | | | | |
basic and diluted | | | 45,705,793 | | | | 43,525,374 | |
| | | | | | | | |
Non-GAAP financial disclosure | | | | | | | | |
Loss from operations | | $ | (3,714,478 | ) | | $ | (1,681,703 | ) |
Depreciation expense | | | 1,315,861 | | | | 911,125 | |
Stock based compensation | | | 667,000 | | | | 228,736 | |
Adjusted EBITDA | | | (1,731,617 | ) | | | (541,842 | ) |
Grants from rebates and incentives | | | 510,069 | | | | 451,603 | |
Total EBITDA cash outflows | | $ | (1,221,548 | ) | | $ | (90,239 | ) |
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ending December 31, 2011 and December 31, 2010
EuroSite Power Inc. ONLY (without American DG Energy Inc.)
| | 2011 | | | 2010 | |
| | | | | | |
Revenues | | | | | | | | |
Energy revenues | | $ | - | | | $ | - | |
Turnkey & other revenues | | | - | | | | - | |
| | | - | | | | - | |
Cost of sales | | | | | | | | |
Fuel, maintenance and installation | | | - | | | | - | |
Depreciation expense | | | - | | | | - | |
| | | - | | | | - | |
Gross profit | | | - | | | | - | |
| | | | | | | | |
Operating expenses | | | | | | | | |
General and administrative | | | 854,502 | | | | 39,805 | |
Selling | | | 527,253 | | | | - | |
Engineering | | | - | | | | - | |
| | | 1,381,755 | | | | 39,805 | |
Loss from operations | | | (1,381,755 | ) | | | (39,805 | ) |
| | | | | | | | |
Other income (expense) | | | | | | | | |
Interest and other income | | | 333 | | | | - | |
Interest expense | | | - | | | | - | |
| | | 333 | | | | - | |
| | | | | | | | |
Loss before income taxes | | | (1,381,422 | ) | | | (39,805 | ) |
Provision for state income taxes | | | - | | | | - | |
Net loss | | $ | (1,381,422 | ) | | $ | (39,805 | ) |
| | | | | | | | |
Net loss per share - basic and diluted | | $ | (0.03 | ) | | $ | (0.00 | ) |
| | | | | | | | |
Weighted-average shares outstanding - | | | | | | | | |
basic and diluted | | | 53,229,633 | | | | 51,195,767 | |
| | | | | | | | |
Non-GAAP financial disclosure | | | | | | | | |
Loss from operations | | $ | (1,381,755 | ) | | $ | (39,805 | ) |
Depreciation expense | | | - | | | | - | |
Stock based compensation | | | 474,695 | | | | - | |
Adjusted EBITDA | | | (907,060 | ) | | | (39,805 | ) |
Grants from rebates and incentives | | | - | | | | - | |
Total cash outflows | | $ | (907,060 | ) | | $ | (39,805 | ) |
CONSOLIDATED BALANCE SHEETS
For the years ending December 31, 2011 and December 31, 2010
| | 2011 | | | 2010 | |
| | | | | | |
ASSETS | | | | | | | | |
Current assets: | | | | | | | | |
Cash and cash equivalents | | $ | 17,801,025 | | | $ | 3,921,054 | |
Restricted cash | | | - | | | | 65,790 | |
Short-term investments | | | - | | | | - | |
Accounts receivable, net | | | 879,630 | | | | 661,435 | |
Unbilled revenue | | | 18,825 | | | | 117,846 | |
Due from related party | | | 21,140 | | | | 52,432 | |
Inventory | | | 634,120 | | | | 487,724 | |
Prepaid and other current assets | | | 322,276 | | | | 86,089 | |
Total current assets | | | 19,677,016 | | | | 5,392,370 | |
| | | | | | | | |
Property, plant and equipment, net | | | 14,690,117 | | | | 14,362,444 | |
Accounts receivable, long-term | | | 82,664 | | | | 17,034 | |
Other assets, long-term | | | 53,504 | | | | - | |
| | | | | | | | |
TOTAL ASSETS | | $ | 34,503,301 | | | $ | 19,771,848 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
Current liabilities: | | | | | | | | |
Accounts payable | | $ | 520,608 | | | $ | 482,917 | |
Accrued expenses and other current liabilities | | | 589,032 | | | | 370,774 | |
Due to related party | | | 313,847 | | | | 2,560,720 | |
Capital lease obligations | | | 3,365 | | | | 3,365 | |
Total current liabilities | | | 1,426,852 | | | | 3,417,776 | |
| | | | | | | | |
Long-term liabilities: | | | | | | | | |
Convertible debentures | | | 19,400,000 | | | | - | |
Warrant liability | | | 249,561 | | | | 676,603 | |
Capital lease obligations, long-term | | | 3,365 | | | | 6,730 | |
Other long-term liabilities | | | 43,052 | | | | - | |
Total liabilities | | | 21,122,830 | | | | 4,101,109 | |
| | | | | | | | |
Stockholders’ equity: | | | | | | | | |
American DG Energy Inc. shareholders’ equity: | | | | | | | | |
Common stock, $0.001 par value; 100,000,000 shares authorized; 46,001,404 and 45,598,029 issued and outstanding at December 31, 2011 and 2010, respectively | | | 46,001 | | | | 45,598 | |
Additional paid-in capital | | | 30,399,370 | | | | 28,905,660 | |
Accumulated deficit | | | (17,931,058 | ) | | | (14,147,113 | ) |
Total American DG Energy Inc. stockholders’ equity | | | 12,514,313 | | | | 14,804,145 | |
Noncontrolling interest | | | 866,158 | | | | 866,594 | |
Total stockholders’ equity | | | 13,380,471 | | | | 15,670,739 | |
| | | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | 34,503,301 | | | $ | 19,771,848 | |
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ending December 31, 2011 and December 31, 2010
| | 2011 | | | 2010 | |
| | | | | | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | |
Net loss | | $ | (3,783,945 | ) | | $ | (1,908,003 | ) |
Income attributable to noncontrolling interest | | | 4,199 | | | | 197,505 | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | |
Depreciation and amortization | | | 1,315,861 | | | | 911,125 | |
Provision for losses on accounts receivable | | | 110,229 | | | | 57,576 | |
Amortization of deferred financing costs | | | 2,256 | | | | 8,526 | |
Change in fair value of warrant liability | | | (427,042 | ) | | | (59,681 | ) |
Stock-based compensation | | | 667,000 | | | | 228,736 | |
Changes in operating assets and liabilities | | | | | | | | |
(Increase) decrease in: | | | | | | | | |
Restricted cash | | | 65,790 | | | | (65,790 | ) |
Accounts receivable and unbilled revenue | | | (295,033 | ) | | | (188,572 | ) |
Due from related party | | | 31,292 | | | | 193,857 | |
Inventory | | | (146,396 | ) | | | (108,421 | ) |
Prepaid and other current assets | | | (224,283 | ) | | | 9,504 | |
Increase (decrease) in: | | | | | | | | |
Accounts payable | | | 37,691 | | | | (257,557 | ) |
Accrued expenses and other current liabilities | | | 218,258 | | | | (24,274 | ) |
Other long-term liabilities | | | 43,052 | | | | - | |
Due to related party | | | 153,127 | | | | 143,189 | |
Net cash used in operating activities | | | (2,227,944 | ) | | | (862,280 | ) |
| | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | |
Purchases of property and equipment | | | (1,643,534 | ) | | | (5,771,223 | ) |
Sale of short-term investments | | | - | | | | 678,921 | |
Net cash used in investing activities | | | (1,643,534 | ) | | | (5,092,302 | ) |
| | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | |
Proceeds from issuance of convertible debentures | | | 17,000,000 | | | | - | |
Proceeds from issuance of warrants | | | - | | | | 736,284 | |
Proceeds from exercise of warrants | | | - | | | | 350,000 | |
Proceeds from sale of common stock, net of costs | | | - | | | | 1,286,855 | |
Proceeds from sale of subsidiary common stock, net of costs | | | 1,148,401 | | | | 2,226,019 | |
Proceeds from exercise of stock options | | | 33,838 | | | | 54,775 | |
Proceeds from related party line of credit | | | - | | | | 2,400,000 | |
Convertible debenture transaction costs | | | (67,664 | ) | | | (21,556 | ) |
Principal payments on capital lease obligations | | | (3,365 | ) | | | (3,365 | ) |
Cancellation of restricted stock | | | (20 | ) | | | - | |
Distributions to noncontrolling interest | | | (359,741 | ) | | | (302,598 | ) |
Net cash provided by financing activities | | | 17,751,449 | | | | 6,726,414 | |
| | | | | | | | |
Net increase in cash and cash equivalents | | | 13,879,971 | | | | 771,832 | |
Cash and cash equivalents, beginning of the year | | | 3,921,054 | | | | 3,149,222 | |
Cash and cash equivalents, end of the year | | $ | 17,801,025 | | | $ | 3,921,054 | |
| | | | | | | | |
Supplemental disclosures of cash flows information: | | | | | | | | |
Cash paid during the year for: | | | | | | | | |
Interest | | $ | 343,750 | | | $ | 114,116 | |
Income taxes | | $ | 91,931 | | | $ | 31,329 | |
| | | | | | | | |
Non-cash investing and financing activities: | | | | | | | | |
Conversion of convertible debentures to common stock | | $ | - | | | $ | 5,320,000 | |
Conversion of due to related party to convertible debentures | | $ | 2,400,000 | | | $ | - | |
Forgiveness of related party debt in exchange for reduction in noncontrolling interest | | $ | - | | | $ | 124,111 | |